ManOr Spider?
by Dakkaman777
Summary: an accident happens during one of Peter's missions, his spider genes become unstable, will he succumb to the will of the arachnid side and kill the ones he lives to protect or will the man triumph over the spider? Peter/Carol - Spiderman/Ms Marvel
1. The horror to Come

**Alright everybody, this story will feature elements from Spiderman 'The Other' storyline and David Cronenberg's 80's classic, 'The Fly' which this story was inspired from. It will also feature my favourite Marvel Pairing between Peter Parker and Carol Danvers.**

**Now without further ado**

_**Dakkaman777 proudly presents**_

_**Man…..or Spider**_

"_Man is the only creature who refuses to be what he is"_ – Albert Camus

***_First person – Carol Danvers/Ms Marvel_**

I couldn't believe it…..I never would have thought in a million years that this would happen and to me at that.

I couldn't move an inch, my arms and legs were stuck in place, or should I say held in place? Held in place by the webbing that covered the room, but this was not ordinary webbing or the stuff you would get from your ordinary spider, this webbing came from the man I…well…..I guess he isn't really a man anymore.

He stood in few feet front of me like a spider would, waiting for its prey to wear itself out so he could close in and kill it. I could do nothing but try with every last ounce of my strength to break free of the sticky substance, but it was stronger than any steel and it did its job of holding me brilliantly. My incredible strength and superhuman abilities were useless now.

I heard him snarl as I struggled and my survival instincts kicked in, I froze in place and looked at him.

God I wish I hadn't looked….I couldn't bear to look at what he had become, what he had changed into. Slime and drool dripped out of his mouth and onto the floor, hissing ever so slightly as it did, those dreaded mandibles flexing, if he had lips or a tongue he would be licking them right now. His eyes however I couldn't see as the shadows blotted out the rest of him. He was crouched yet he was still taller than me, his now inhuman muscles flexed and bulged out, impossibly almost.

He slowly walked closer to me and my breathing stopped, my heart race increased.

I couldn't believe that this had happened to us, we were happy, we were content, but this…..dear god I just wanted him back the way he was. A man whom I loved…..not this…this…..monster looming over me.

He was inches in front of me now, I could now see his eyes…all six of them…but the ones that I concentrated on were the ones that were always there. His human eyes, those brown chocolaty orbs that I loved to gaze into. I had to believe that he was still in there…I had to….even if there was trace of the man I loved inside this hulking monster.

My eyes wandered over to the shredded Red and Blue garb hanging loosely on his figure, the only trace of who he as before.

"…..P-Peter….." I whimpered in fear as his eyes all fixed themselves on my face, I could read a great amount of things in his eyes.

Fear

Confusion

Terror

Lust

Anger

Rage

I could tell that he was in pain…even after all this time he was hurting and badly, if I could move my hand to his cheek I would but the webbing was stopping me. The tears in my eyes dripped down my cheeks as he drooled slowly onto the floor beneath us.

He really did a number on me

My outfit was torn in several places, my red sash was on the floor beneath us and my skin was cut and bruised in several places. Not a single trace of his skin could be seen as his entire hide was covered in grey and black fur like that of a tarantula. His claws were massive and menacing; but they were not the reason for the damage done to me.

He stared at my face in confusion and titled his big head to the side before bringing one of his huge clawed hands to my face. My heart stopped and I flinched as his hand touched my cheek, but his reaction was not what I expected.

He withdrew his hand as I flinched

I could see it in his eyes, he was hurt, and he was confused.

"Peter….P-Peter it's me…Its Carol" I pleaded as my tears went down my cheek.

He looked up and brought his huge claw to my face and caught my tear with his index claw and looked at it hard. My heart was filled with hope, he was still in there, somewhere the man I loved was still inside and he could recognize me.

But then he began shacking and trembling uncontrollably and he brought his hands back up into his head. With a series of grunts and screeches shook his head about like he was in pain, my god I wish I could have helped him, if not for this dam webbing.

He suddenly stopped and looked back up at me, his once brown eyes were now completely black and lifeless, there was nothing.

No humanity

No trace of the man I loved

Just the Spider

He snarled as he looked back up and slammed his arms at each side of my head, both hands leaving craters by my sides. His head came closer and I could hear him sniffing, he literally buried his face in the crook of my neck and took a long deep sniff. I could feel his fangs and mandibles brush against my skin ever so slightly as the second set of hands protruding from his back grabbed a firm hold of my hips.

I could feel his drool dip down my neck and I could hear how heavy and laboured his breathing had become. I knew exactly what the monster had in mind and I dreaded it with all my heart and soul. He sniffed deeper and I could feel his hands massaging my hips as if preparing me for something.

My thoughts went back to how this horrible ordeal came to pass, how Peter had turned from my hero and lover to this…..thing. How things only got from bad to worse, and how our lives had turned to this.

How I Carol Danvers, Ms Marvel, found myself under the complete mercy of an abomination that used to be my lover, Peter Parker…..the Amazing Spiderman.

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_**So what do you think?**_

_**Let me know what you think in the review section.**_


	2. Happiness

**I know that this chapter isn't what you were expecting from a fic like this, especially when considering what I showed you last chapter. But I want to do this as a slow journey to see how Peter becomes what he was last chapter and how it will affect him and Carol as a couple.**

**Now let's proceed with what things were like before the nightmare.**

**Happiness**

The one thing that Peter loved about being Spiderman more than anything was that exhilarating rush of adrenaline that came with how he plummeted from a tall building. Only to shoot out a web stream and swing at rapid speeds before letting go again to get that full force of the wind blowing in his face.

Well….he used to think that was his one favourite thing about being Spiderman….until he met her.

Peter had met a lot of other heroes when he became Spiderman. Some heroes he met within a very short amount of time such as Johnny Storm of the Fantastic Four, and others he had met when he had become an Avenger such as Wolverine, Iron man and Captain America.

But none of the great friends he had met could match up to the person he had in his mind as he swung weightlessly through the air.

Carol Danvers, the Mighty Ms Marvel

Through the years he and Carol had gotten close; very close in fact, to the point where they were almost inseparable. For years other members of the team thought the two were getting awfully chummy with each other to the point where they thought that something may been going on behind their backs.

And they were right

Carol and Peter had in fact been going out for about a year now and little more than a few months ago they had come out and told the team. Needless to say there were a few hanging jaws and widened eyes on that day; Jess was probably the one who took the most time to get over it. For years Jessica had teased Carol for liking Peter but she never expected her teasing to actually come true.

Peter smiled as her reaction came flowing back

"_You can't be serious? Y-You two are….are…..what!?" Jessica was flabbergasted at the news as her jaw hung widely_

_What's the matter Jess? Speechless or Jealous?" Carol teased Jess for once as she put her arms around Peter's neck with a smile._

"_I….I must be dreaming…this….this can't be happening" Jess said as she sat down and put a hand to her forehead, Logan sat down next to her and took a drag of his cigar._

"_Welcome to my world" Logan grunted as he blew the smoke from his nostrils._

Peter chuckled at that thought; those were great days indeed and now they gotten even better. He was in fact heading towards a date with Carol, the moon hung in the night sky as he swung through the city by his web streams.

Once Peter found a nice and secluded roof where he changed into his Civilian attire and made his way down into the streets with a smile on his face and a skip in his step. Anyone on the street could tell that Peter simply emitted joy and happiness and with good reason.

Right now he felt like the happiest man in the world.

* * *

Carol on the other hand was waiting in the restaurant that Peter had booked for the two of them, she was sat wearing a fine black dress that Peter had bought her on her birthday, the dress was beautiful and elegant, it only served to enhance her beauty as it clung tightly to her form. The dress was sleeveless and had a slit down the left side, showing off her long left leg, she was also wearing a pair of black silk gloves that covered as much of her arms as her Ms Marvel gloves did.

At the moment she was sat alone at her table with a glass of water in front of her, she had long given up on drinking alcohol of any kind after her alcoholic streak a few years back, she had been clean for at least 5 years and hadn't touched a drop of anything that could be considered alcoholic.

"Madam, do you require any service?" the waiter asked as he stopped by Carol's table.

"No thanks, I'm just waiting for someone" Carol smiled in return, the waiter simply and nodded and went back to his business. Carol couldn't help but sigh as she looked around the restaurant; the restaurant was full of people, mainly couples who seemed to be enjoying themselves. She however didn't like the fact that one or two men would glance at her and scan her body with their preying eyes, she hated it when people did that, it especially ticker her off as many of these men were obviously with Wives, Fiancés or girlfriends.

Kind of put it into perspective how these people viewed her as the women would tell of their men before sending a quick glare back at her. A few years ago this would dampen her spirits but now she doubted that such a thing would do anything more than simply annoy her. She then heard the doors to the restaurant open suddenly and the sound of footsteps approaching from behind her, Carol smiled as the footsteps got closer.

"Sorry I'm late babe, had to save a baby from a house fire, beat up a group of muggers and finally save a little old ladies' kitten from a tree…all without getting bloodied up for tonight" Peter said at a quickened pace as he put his hands on her shoulders and leaned in close to her. Carol loved the feel of his hands on her bare shoulders. They were so warm and caring yet strong and powerful.

"Its fine baby, you're here now and that's all that matters" Carol smiled as Peter kissed her on the lips before he sat down opposite her.

"I hope you didn't have trouble getting in" Peter said as he was the one who booked the restaurant

"No, not at all, the service here is great" Carol smiled

"I'm glad you like it" Peter smiled back gazing deeply into Carol's sapphire blue eyes. It only took a few moments for the waiter to return to the table

"Sir, Madam how may I serve you this evening?" the young man asked

"Oh, well, what would you recommend?" Carol asked

"May I suggest a fine white wine to start off with?" the waiter continued

"Oh, no thanks, I don't touch the stuff, Peter you can have some if you like" Carol said

"No, I'll have a glass of water as well please" Peter said as he took a hold of Carol's hand in his, he wasn't going to drink alcohol alone if the drink made her uncomfortable.

"Of course, and will you be having starters?" the waiter asked

"Yes please" Carol smiled as she and Peter read through the menus

"Could I get the Prawn cocktail thanks?" Carol asked as the waiter took the order down

"And you sir?"

"Could I have…the…..I'll have the same thanks" Peter smiled as he and Carol put their menus down

"Very well Sir, Madam" the waiter bowed before leaving to go get the two their starters.

"The same starter as me, huh?" Carol asked with a raised brow

"Well, what can I say? My girl has good taste" Peter smiled noticing how Carol was looking at him with such endearment

"What? Do I have something on my face?" Peter asked with a smirk

"I was just thinking" Carol said

"About what?"

"About how lucky I am to have you"

"Babe, I'm the one that's lucky" Peter smiled back at her

"Good god I love you" Carol replied in a loving daze, this man had single handily managed to salvage her life in full. Before he came along her life was full of disappointment and heartbreak, she was on the brink of losing her faith in having a love life at all. But Peter had changed that and better yet, he had changed her. She used to only think strategically like a soldier every moment of every day, in a way she had become cold and unfeeling, but when Peter had become part of her life she began to change.

She had learned to feel and be happy again, she could finally be herself.

He completed her and she completed him.

* * *

**Ok everyone sorry for the wait, I know that I promised another chapter soon and this one is a little short but I have had so many ideas surging through my head on 'Flames of War' that I have been a little preoccupied. The next chapter will take a while as I really have to get back into the correct mind-set for this and have to really empty my ideas onto text**

**Let me know what you guys think **

**Now for a Dakkaman777 specialty:**

**WHAT IS YOUR FAVOURITE HORROR MOVIE? – mine – The Thing, I LOVE THAT MOVIE!**

**See you guys next time :) **


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